Securities Registration: Employee Benefit Plan (s-8)
June 21 2017 - 3:18PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 21, 2017
Registration Number 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
THE TRAVELERS COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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Minnesota
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41-0518860
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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485 Lexington Avenue
New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
THE TRAVELERS
COMPANIES, INC.
AMENDED AND RESTATED
2014 STOCK INCENTIVE PLAN
(Full title of the plan)
Kenneth F. Spence III
Executive Vice President and General Counsel
The Travelers Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
(651) 310-7911
(Name,
address and telephone number, including area code, of agent for service)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Calculation of Registration Fee
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Title of securities
to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per share(2)
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, without par value
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3,500,000 shares
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$128.56
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$449,960,000
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$52,150.36
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes an indeterminate number of additional shares as may be issuable as a result
of a stock split, stock dividend or similar adjustment of the outstanding shares of common stock, without par value (the “Common Stock”) of The Travelers Companies, Inc. (the “Company”).
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) under the Securities Act based on the average of the high and low sales prices per share of the
Company’s Common Stock on June 15, 2017, as reported on the New York Stock Exchange.
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Explanatory Note
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 3,500,000 shares of Common Stock of The
Travelers Companies, Inc. (the “Company”) to be issued pursuant to the Company’s Amended and Restated 2014 Stock Incentive Plan (the “Plan”). In accordance with Section E of the General Instructions to Form S-8, the
Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission relating to the Company’s Amended and Restated 2004 Stock Incentive Plan (Registration Statement Nos. 333-176002, 333-164972 and 333-117726) and
relating to the Plan (Registration Statement Nos. 333-196290 and 333-212078), including the information contained therein, are incorporated by reference herein.
Part II—Information Required in the Registration Statement
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Item 3.
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Incorporation of Documents by Reference
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The following documents filed with the
Securities and Exchange Commission (the “SEC”) by the Company are incorporated in this Registration Statement by reference:
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(1)
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The Company’s annual report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on February 16, 2017;
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(2)
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The Company’s quarterly report on Form 10-Q for the quarterly period ended March 31, 2017 filed with the SEC on April 20, 2017;
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(3)
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The Company’s current reports on Form 8-K filed with the SEC on March 20, 2017, May 19, 2017, May 22, 2017 and June 20, 2017 (only with respect to Item 8.01 and any exhibits
referenced in Item 8.01 and filed within Item 9.01 thereof); and
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(4)
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The description of the Company’s Common Stock contained in its registration statement on Form 8-A, filed on October 17, 1991, including any amendments or supplements thereto.
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All reports and other documents filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining
unsold (other than information deemed to have been “furnished” rather than “filed” in accordance with the SEC’s rules) shall be deemed to be incorporated by reference in and to be a part of this Registration Statement from
the date of filing of such documents.
Any statement contained in a document incorporated by reference herein shall be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Item 5.
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Interests of Named Experts and Counsel
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Wendy C. Skjerven, Esq., Vice President,
Corporate Secretary and Group General Counsel of the Company, has given her opinion about certain legal matters affecting the Plan in this Registration Statement. Ms. Skjerven owns, or has the right to acquire, a number of shares of the
Company’s Common Stock which represents less than 1% of the total outstanding Common Stock of the Company. Ms. Skjerven participates in the Plan.
1
The following is a complete list of Exhibits filed or incorporated by
reference as part of this Registration Statement:
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Exhibit
Number
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Description of Exhibit
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4.1
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Amended and Restated Articles of Incorporation of The Travelers Companies, Inc., as amended and restated May 23, 2013 (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed on May 24, 2013
(File No. 1-10898)).
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4.2
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Bylaws of The Travelers Companies, Inc., as amended and restated November 3, 2016 (incorporated by reference to Exhibit 3.2 to the Company’s current report on Form 8-K filed on November 9, 2016 (File
No. 1-10898)).
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4.3
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The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on May 19, 2017 (File No. 1-10898)).
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5
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Opinion of Wendy C. Skjerven, Esq.
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23.1
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Consent of Wendy C. Skjerven, Esq. (included in Exhibit 5).
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23.2
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Consent of KPMG LLP.
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24
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Power of Attorney.
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2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Paul, State of Minnesota, on June 21, 2017.
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THE
TRAVELERS COMPANIES, INC.
(Registrant)
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By:
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/s/ Kenneth F. Spence III
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Name:
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Kenneth F. Spence III
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Title:
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Executive Vice President and General Counsel
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
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Date: June 21, 2017
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/s/ Alan D. Schnitzer
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Alan D. Schnitzer, Chief Executive Officer and Director
(Principal Executive Officer)
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Date: June 21, 2017
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/s/ Jay S. Benet
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Jay S. Benet, Vice Chairman and Chief Financial Officer
(Principal Financial Officer)
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Date: June 21, 2017
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/s/ Douglas K. Russell
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Douglas K. Russell, Senior Vice President and Corporate Controller
(Principal Accounting Officer)
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Alan L. Beller, Director*
John
H. Dasburg, Director*
Janet M. Dolan, Director*
Kenneth M.
Duberstein, Director*
Patricia L. Higgins, Director*
William J. Kane, Director*
Cleve L. Killingsworth Jr.,
Director*
Philip T. Ruegger III, Director*
Todd C.
Schermerhorn, Director*
Donald J. Shepard, Director*
Laurie
J. Thomsen, Director*
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Kenneth F. Spence III, by signing his name hereto, does hereby sign this document on behalf of himself and each of the above named directors of the Company pursuant to powers of attorney duly executed by such persons
(set forth in Exhibit 24 to this Registration Statement).
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/s/ Kenneth F. Spence III
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Kenneth F. Spence III
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(For himself and as attorney-in-fact)
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Date: June 21, 2017
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3
EXHIBIT INDEX
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Exhibit
Number
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Description of Exhibit
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4.1
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Amended and Restated Articles of Incorporation of The Travelers Companies, Inc., as amended and restated May 23, 2013 (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed on May 24, 2013
(File No. 1-10898)).
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4.2
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Bylaws of The Travelers Companies, Inc., as amended and restated November 3, 2016 (incorporated by reference to Exhibit 3.2 to the Company’s current report on Form 8-K filed on November 9, 2016 (File No.
1-10898)).
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4.3
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The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on May 19, 2017 (File No. 1-10898)).
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5
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Opinion of Wendy C. Skjerven, Esq.
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23.1
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Consent of Wendy C. Skjerven, Esq. (included in Exhibit 5).
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23.2
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Consent of KPMG LLP.
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24
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Power of Attorney.
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4
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